PENTAIR plc — Director's Dealing 2010

Jan 7, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PENTAIR INC (PNR)
CIK: 0000077360
Period of Report: 2010-01-04

Reporting Person: KOURY FREDERICK S (Sr. Vice President, HR)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-01-04	Common Stock	F	2977	$33.38	Disposed	37467.479	Direct
2010-01-04	Common Stock - Restricted Stock Units	A	15412	$0.00	Acquired	27412	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-01-04	Employee Stock Option (right to buy)	$33.38	A	68642	Acquired	2020-01-04	Common Stock (68642)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock - ESOP	376.5033	Indirect
Common Stock - ESPP	1284.784	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (right to buy)	$20.535	2013-09-09	Common Stock (20000)	20000	Direct
Employee Stock Option (right to buy)	$22.88	2014-01-02	Common Stock (35000)	35000	Direct
Employee Stock Option (right to buy)	$40.95	2015-01-06	Common Stock (25000)	25000	Direct
Employee Stock Option (right to buy)	$34.28	2016-01-03	Common Stock (27777)	27777	Direct
Employee Stock Option (right to buy)	$30.05	2017-01-03	Common Stock (45139)	45139	Direct
Employee Stock Option (right to buy)	$34.18	2018-01-02	Common Stock (70000)	70000	Direct

Footnotes

F1: Shares surrendered to pay taxes applicable to vesting of restricted stock.

F2: End-of-period holdings include shares acquired under a dividend reinvestment plan in exempt transaction not required to be reported pursuant to Section 16(a).

F3: Since the date of the reporting person's last ownership report, the reporting person transferred employee stock options to purchase 122,084 shares of common stock and 14,495.9686 shares of common stock to his ex-spouse pursuant to a domestic relations order. The reporting person no longer reports as beneficially owned any securities owned by his ex-spouse.

F4: Restricted stock units granted pursuant to and subject to a vesting condition of the Pentair, Inc. 2008 Omnibus Stock Incentive Plan, as Amended. Each restricted stock unit represents a right to receive one share of Pentair, Inc. common stock upon vesting.

F5: End-of-period holdings include monthly purchase(s), since the reporting person's last filed Form, under the Pentair, Inc. Employee Stock Purchase and Bonus Plan (ESPP) in exempt transaction(s) pursuant to Rule 16b-3(c); and shares acquired pursuant to a dividend reinvestment feature of the ESPP.

F6: Employee stock option granted under the Pentair, Inc. 2008 Omnibus Stock Incentive Plan, as Amended.

F7: One-third of the stock options become exercisable on the first, second, and third anniversary of the grant.